Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

MEDEQUITIES REALTY TRUST, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

58409L306

(CUSIP Number)

Eric M. Albert

BlueMountain Capital Management, LLC

280 Park Avenue, 12^th Floor

New York, New York 10017

212-905-5647

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 28, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,599,794
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,599,794
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,599,794
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.6% (1)
14		TYPE OF REPORTING PERSON (See instructions)   IA

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) to be outstanding after the Issuers initial public offering, as reported on the Issuers Form 424B4 (as defined in Item 5).

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain GP Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,054,619
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,054,619
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,054,619
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   OO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   Blue Mountain Credit GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   OO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   Blue Mountain CA Master Fund GP, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   CO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   Blue Mountain Credit Alternatives Master Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   PN

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Long/Short Credit GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   419,094
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   419,094
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   419,094
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.4% (1)
14		TYPE OF REPORTING PERSON (See instructions)   OO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Guadalupe Peak Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   419,094
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   419,094
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   419,094
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.4% (1)
14		TYPE OF REPORTING PERSON (See instructions)   PN

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Credit Opportunities GP I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   OO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Credit Opportunities Master Fund I. L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   PN

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Strategic Credit GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   OO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Strategic Credit Master Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   PN

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Montenvers GP S.à r.l.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   CO

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

1		NAMES OF REPORTING PERSONS   BlueMountain Montenvers Master Fund SCA SICAV-SIF
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   545,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   545,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   545,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (1)
14		TYPE OF REPORTING PERSON (See instructions)   PN

 

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 30,250,010 shares of Common Stock of the Issuer to be outstanding after the Issuers initial public offering, as reported on Form 424B4.

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CUSIP No. 58409L306

 

Item 1. Security of the Issuer.

This Schedule 13D relates to the shares of Common Stock, par value $0.01 per share (the Common Stock), of MedEquities Realty Trust, Inc., a Maryland corporation (the Issuer). The Issuers principal executive office is located at 3100 West End Avenue, Suite 1000, Nashville, Tennessee 37203.

Item 2. Identity and Background.

(a-c) This Statement is being filed by the following beneficial owners of Common Stock (each, a Reporting Person):

 

(i)

Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (BMCA), with respect to the Common Stock directly owned by it;

 

(ii)

Blue Mountain CA Master Fund GP, Ltd., a Cayman Islands exempted limited company (BMCA GP), with respect to the Common Stock directly owned by BMCA;

 

(iii)

Blue Mountain Credit GP, LLC., a Delaware limited liability company (BMC GP), which serves as the sole owner of BMCA GP, with respect to the Common Stock directly owned by BMCA;

 

(iv)

BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership (BMGP), with respect to the Common Stock directly owned by it;

 

(v)

BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (BMGP GP), with respect to the Common Stock directly owned by BMGP;

 

(vi)

BlueMountain Credit Opportunities Master Fund I L.P., a Cayman Islands exempted limited partnership (BMCO), with respect to the Common Stock directly owned by it;

 

(vii)

BlueMountain Credit Opportunities GP I, LLC, a Delaware limited liability company (BMCO GP), with respect to the Common Stock directly owned by BMCO;

 

(viii)

BlueMountain Strategic Credit Master Fund L.P., a Cayman Islands exempted limited partnership (BMSC and, together with BMCA, BMGP and BMCO, the Partnerships), with respect to the Common Stock directly owned by it;

 

(ix)

BlueMountain Strategic Credit GP, LLC, a Delaware limited liability company (BMSC GP and, together with BMC GP, BMGP GP and BMCO GP, the General Partners), with respect to the Common Stock directly owned by BMSC;

 

(x)

BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable share capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg (BMM and, together with the Partnerships, the BlueMountain Funds), with respect to the Common Stock directly owned by it;

 

(xi)

BlueMountain Montenvers GP S.à r.l., a private limited company incorporated under the laws of Luxembourg (BMM GP), with respect to the Common Stock directly owned by BMM;

 

(xii)

BlueMountain GP Holdings, LLC, a Delaware limited liability company (GP Holdings), which serves as the sole owner of each of the General Partners, with respect to the Common Stock directly owned by each of the Partnerships; and

 

(xiii)

BlueMountain Capital Management, LLC, a Delaware limited liability company (BMCM or the Investment Manager), which serves as investment manager to the BlueMountain Funds, and has investment discretion with respect to the Common Stock directly owned by the BlueMountain Funds.

The principal business of: (i) each of the BlueMountain Funds is to serve as a private investment fund; (ii) each of BMCA GP, BMGP GP, BMCO GP, BMSC GP and BMM GP is to serve as the general partner of BMCA, BMGP, BMCO, BMSC and BMM, respectively; (iii) BMC GP is to serve as the sole owner of BMCA GP; (iv) GP Holdings is to serve as the sole owner of each of the General Partners; and (v) the Investment Manager is to serve as investment manager to, and to make investment decisions on behalf of, the BlueMountain Funds.

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CUSIP No. 58409L306

 

The executive officers, directors, and control persons of the Reporting Persons are as follows:

 

Andrew Feldstein		Chief Executive Officer and Co-Chief Investment Officer of the Investment Manager; Chief Executive Officer and Co-Chief Investment Officer of GP Holdings; Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP;
Stephen Siderow		President and Partner of the Investment Manager; President and Partner of GP Holdings
Derek Smith		Co-Chief Investment Officer and Partner of the Investment Manager; Co-Chief Investment Officer and Partner of GP Holdings
Alan Gerstein		Manager of BMGP GP; Manager of BMCO GP; Manager of BMM GP
David Rubenstein		Manager of BMM GP
Elizabeth Gile		Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP
Gary Linford		Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP
Mark Shapiro		Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP; Manager of BMM GP
William Reeves		Director of BMCA GP; Manager of BMC GP
Nathaniel Dalton		Director of BMCA GP; Manager of BMC GP
Todd Groome		Manager of BMM GP
Elli Stevens		Manager of BMM GP

The business address of each BlueMountain Fund (other than BMGP and BMM) and BMCA GP is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMGP, each General Partner, GP Holdings, the Investment Manager, Mr. Feldstein, Mr. Siderow, Mr. Smith, Mr. Gerstein, Mr. Rubenstein, Ms. Gile, Mr. Shapiro, Mr. Reeves and Mr. Dalton is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Linford and Mr. Groome is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands. The business address of each of BMM, BMM GP and Ms. Stevens is 6D, Route de Treves, L-2633 Seningerberg, Luxembourg B176.316.

(d) None of the Reporting Persons or any of their respective executive officers, directors or control persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons or any of their respective executive officers, directors or control persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Feldstein, Mr. Siderow, Mr. Gerstein, Mr. Rubenstein, Mr. Smith, Mr. Dalton, Ms. Gile, Mr. Reeves, Mr. Shapiro and Mr. Groome are each U.S. citizens. Mr. Linford is a South African citizen. Ms. Stevens is a British citizen.

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CUSIP No. 58409L306

 

Item 3. Source and Amount of Funds or Other Consideration

The BlueMountain Funds acquired (i) 2,583,686 shares of Common Stock with $38,755,290 of working capital set aside for the general purposes of investing in the Issuers initial private placement on July 31, 2014 and August 22, 2014 (the Private Placement) and (ii) 16,108 shares of Common Stock for $0 from Elliott Mandelbaum and James Pieri, who serve as members of the board of directors of the Issuer (the Board) at the direction of BMCM, and were issued such shares by the Issuer.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons acquired the Common Stock over which they exercise beneficial ownership in the belief that the Common Stock represents an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Representatives of the Reporting Persons may have discussions from time to time with the Issuer, other stockholders and third parties relating to the Issuer, strategic alternatives that may be available to the Issuer and the Issuers business, operations, assets, capitalization, financial condition, governance, management and future plans, including in respect of one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. There can be no assurance as to the outcome of any of the discussions referred to in this Schedule 13D.

Depending on various factors, including the Issuers financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Board, price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, the availability of potential business combination and other strategic transactions, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including acquiring or disposing of securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Persons economic exposure with respect to their investments in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a-b) All percentages set forth in this Schedule 13D are based on the Issuers 30,250,010 shares of Common Stock to be outstanding after the Issuers initial public offering, as reported on the Issuers Form 424B4 filed with the Securities and Exchange Commission on September 29, 2016 (Form 424B4). The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.

The General Partners, BMCA GP, BMM GP, GP Holdings and BMCM expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.

None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.

(c) During the last 60 days, no transactions in the Common Stock were effected by any of the Reporting Persons.

(d) No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of, Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except for BMCM, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.

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CUSIP No. 58409L306

 

In connection with the BlueMountain Funds purchase of 2,583,686 shares of Common Stock in the Private Placement, on July 25, 2014, the Issuer and BMCM entered into the BlueMountain Rights Agreement (the Rights Agreement), which granted BMCM the right to designate two members of the Board, whose terms began on July 31, 2014. Pursuant to the Rights Agreement, for any meeting of the Issuers stockholders for the election of directors, the Board is required to nominate: (i) two BMCM directors so long as the BlueMountain Funds (A) continue to own 75% or more of the number of shares of Common Stock purchased in the Private Placement or (B) beneficially own at least 10% of outstanding Common Stock; (ii) one BMCM director so long as the BlueMountain Funds (X) continue to own 50% or more of the number of shares of Common Stock purchased in the Private Placement or (Y) beneficially own at least 5% of outstanding Common Stock; and (iii) no BMCM directors if the BlueMountain Funds have sold more than 50% of the number of shares of Common Stock purchased in the Private Placement and beneficially own less than 5% of outstanding Common Stock. In addition, two of the members of the investment committee of the Issuer (the Investment Committee) shall be appointed by BMCM so long as BMCM is entitled to two nominees to the Board, and one member of the Investment Committee will be appointed by BMCM so long as BMCM is entitled to one nominee to the Board. One of BMCMs designees has the right to serve on the risk committee of the Issuer for so long as such individual serves on the Board. In addition, for as long as the BlueMountain Funds own greater than 10% of outstanding Common Stock, the vote of at least one of the BMCM designees on the Board shall be required in order for the Board to approve the issuance of any shares of Common Stock for consideration less than the lower of (x) the then-current market price if the Common Stock is then listed for trading on a national securities exchange or (y) $15.00 per share of Common Stock, in each case as may be adjusted for any stock splits, stock dividends or other similar recapitalizations. Furthermore, so long as BMCM maintains at least one designee on the Board, the number of members constituting the Board shall be no more than seven, subject to increase or decrease by the Board from time to time, provided that any such increase or decrease shall require the approval of at least one BMCM Board designee.

The summary of the Rights Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Rights Agreement, a copy of which is being filed as Exhibit 2 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

1. Joint Filing Agreement dated October 11, 2016, attached as Exhibit 1 hereto.

2. BlueMountain Rights Agreement dated as of July 25, 2014 (incorporated herein by reference to Exhibit 10.27 to Amendment No. 6 to Form S-11 filed by the Issuer on September 19, 2016).

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

Date: October 11, 2016

 

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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)